IIOT-OXYS (ITOX) Amends SPA and Issues 40 Shares of Series D Preferred

What Happened

• IIOT-OXYS, Inc. (ITOX) filed an 8-K reporting Amendment No. 2 to its Securities Purchase Agreement with GHS Investments, LLC on August 6, 2026, and the related securities issuance on August 7, 2026.
• Under the amendment, GHS was given a Fourth Additional Closing option to buy up to 37 shares of Series D Convertible Preferred Stock at $1,000 per share plus receive 3 additional shares as an equity incentive. The Company issued 40 shares total (37 purchased for $37,000 and 3 issued as incentive).
• The amendment also revises the SPA’s definition of “Preferred Stock” to authorize issuance of up to 207 shares of Series D Convertible Preferred Stock in the aggregate under the SPA. The filing states all other material terms of the SPA remain unchanged.

Key Details

• Parties: IIOT-OXYS, Inc. and GHS Investments, LLC.
• Amendment date: August 6, 2026; issuance date: August 7, 2026; Form 8-K filed August 12, 2026.
• Issued: 40 shares of Series D Convertible Preferred Stock (37 sold for $37,000 total; 3 issued as equity incentive).
• SPA cap updated to allow up to 207 Series D shares in aggregate under the agreement.
• Sale reported under Item 3.02 (unregistered sale of equity securities); the amendment is reported under Item 1.01.

Why It Matters

• The transaction provided a modest cash infusion of $37,000 to the company and added 40 Series D preferred shares to outstanding securities.
• The SPA amendment increases the maximum number of Series D shares that can be issued under the agreement to 207, which could enable additional closings and further fundraising under the same deal terms.
• Depending on the convertible terms (not detailed in this 8-K), these Series D shares could affect common shareholders if converted; investors should watch for future filings detailing conversion mechanics or additional issuances.